Liberty Media Corporation, a major shareholder in Sirius XM Holdings Inc., has filed an amended Schedule 13D/A with the SEC, detailing changes to previously announced reorganization and merger agreements. The amendments, dated June 16, 2024, include a significant reduction in the number of outstanding shares of New Sirius Common Stock post-transaction by 90%. This adjustment aims to preserve the economics of the original deal while improving the trading dynamics and potential investor appeal of the New Sirius Common Stock. Liberty Media Corporation, which indirectly holds approximately 83.3% of Sirius XM through its subsidiaries, has also received consent for the amended merger agreement, eliminating the need for a stockholder meeting. The board of directors of Liberty Media and the Special Committee of the Sirius...Show More

Liberty Media Corporation, a major shareholder in Sirius XM Holdings Inc., has filed an amended Schedule 13D/A with the SEC, detailing changes to previously announced reorganization and merger agreements. The amendments, dated June 16, 2024, include a significant reduction in the number of outstanding shares of New Sirius Common Stock post-transaction by 90%. This adjustment aims to preserve the economics of the original deal while improving the trading dynamics and potential investor appeal of the New Sirius Common Stock. Liberty Media Corporation, which indirectly holds approximately 83.3% of Sirius XM through its subsidiaries, has also received consent for the amended merger agreement, eliminating the need for a stockholder meeting. The board of directors of Liberty Media and the Special Committee of the Sirius XM Board have approved the amendments, and Liberty Media's board has recommended shareholders vote in favor of the revised Split-Off. The amendments are expected to align the nominal share price of New Sirius Common Stock with the price of the shares being redeemed in the Split-Off and increase its nominal price per share.